SEC Filings

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"LIBO Rate" means, with respect to each Interest Period for a
Eurodollar Loan, (i) the offered quotation to first-class banks in the interbank
Eurodollar market by the Administrative Agent for dollar deposits of amounts in
same day funds comparable to the outstanding principal amount of the Eurodollar
Loans for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loans,
determined as of 10:00 A.M. (New York time) on the date which is two Business
Days prior to the commencement of such Interest Period divided (and rounded
upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to
100% minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D).
"Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.
"Loan Documents" means this Agreement, the Letters of Credit, the
Parent Companies Guarantee, the Capital Corporation Guarantee, the Subsidiary
Guarantee and the Collateral Documents.
"Loans" means Term Loans or Revolving Loans or any combination thereof,
as the context may require.
"Major Casualty Proceeds" means (i) the aggregate insurance proceeds
received from a Person other than the Borrower or any of its Subsidiaries in
connection with one or more related events by the Borrower or any of its
Subsidiaries under any insurance policy maintained by the Borrower or any of its
Subsidiaries covering casualty losses with respect to tangible real or personal
property or improvements or (ii) any award or other compensation with respect to
any condemnation of property (or any transfer or disposition of property in lieu
of condemnation) received by the Borrower or any of its Subsidiaries, in either
case only if the amount of such aggregate proceeds or award or other
compensation exceeds $5,000,000, in each case less any taxes actually paid or to
be payable by the Borrower or any of its Subsidiaries (as estimated by a
Financial Officer, giving effect to the overall tax position of the Borrower) in
respect of receipt of such insurance proceeds or award or other compensation, as
the case may be (or,
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